Hyatt Hotel Corporation
In which state is the company incorporated?
The company is incorporated in the state of Delaware (Sections 242 and 245 of the Delaware General Corporation Law)
Review all of the articles in the articles of incorporation. Which items are required under state law? Which items are permitted under state law but not required? Explain.
Items required under state law - Section 3.2 Annual Meeting, Stockholder's notice shall be in accordance with the Securities Exchange Act of 1934 and Section 3.8, public announcement shall include pursuant to the Exchange Act and the rules and regulations promulgated.
Items permitted under state law but not required - Section 3.4 Notice of Meetings - notice of meetings shall be given by way of written, printed or electronic notice and Section 3.11 Inspection of Elections -if required by applicable law, the Board of Directors by resolution shall appoint one or more inspectors.
Do the articles and/or bylaws contain any defensive measures against hostile takeovers? If so, what are they? (Hint: You might want to review pages 40-42 in your textbook.)
Yes, the articles contain defensive measures against hostile takeovers. Under these circumstances each share of Class B Common Stock held will automatically convert into one fully paid and non-assessable share of Class A Common Stock upon any change in the trustees (Article IV Section 4).
4. When are board meetings held? Include any information on annual meetings and/or special meetings. What are the notice requirements (if any)?
Section 4.1 Meetings - regular Meetings the Board of Directors are to be held when decided by the Board. No further notice shall be required for regular meetings of the Board of Directors. Special of the...
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